<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2003

    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

         For the transition period from _____________ to ______________.

                         Commission File Number 33-43423


                               NUWAY MEDICAL, INC.
                               -------------------
        (exact name of small business issuer as specified in its charter)

                Delaware                              65-0159115
                --------                              ----------
 (State or other jurisdiction of          (IRS Employer Identification No.)
  incorporation or organization)

       23461 South Pointe Drive, Suite 200 Laguna Hills, California 92653
       ------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (949) 454-9011
                                 --------------
                          (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Number of shares  outstanding of each of the issuer's  classes of common equity,
as of June 23, 2003:  30,791,911 shares of common stock,  $0.00067 par value per
share.



<PAGE>



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION                                                             PAGE NO.
<S>                                                                                              <C>
       Item 1.    Financial Statements (unaudited)                                               3

                  Consolidated Balance Sheets -  as of March 31, 2003 and
                  December 31, 2002                                                              3

                  Consolidated Statements of Operations -  for the Three Months Ended
                  March 31, 2003     and March 31, 2002                                          4

                  Consolidated Statements of Cash Flows - for the Three Months Ended
                  March 31, 2003 and March 31, 2002                                              5

                  Notes to Consolidated Financial Statements                                     6

       Item 2.    Management's Discussion and Analysis                                           17

       Item 3.    Controls and Procedures                                                        23


       PART II.   OTHER INFORMATION

       Item 2.    Changes in Securities                                                          23

       Item 3.    Defaults Upon Senior Securities                                                24

       Item 5.    Other Information                                                              25

       Item 6.    Exhibits and Reports on Form 8-K                                               27

       Signatures                                                                                27

       Certifications                                                                            28
</TABLE>


                                       2
<PAGE>




                      NUWAY MEDICAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                   AS OF MARCH 31, 2003 AND DECEMBER 31, 2002



<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                                    March 31,           December 31,
                                                                      2003                 2002
                                                                  (unaudited)
                                                                  ------------         ------------
CURRENT ASSETS
<S>                                                               <C>                  <C>
     Cash and Cash Equivalents                                    $      6,713         $        521
     Accounts Receivable                                                29,665                   --
                                                                  ------------         ------------
                 Total Current Assets                                   36,378                  521
                                                                  ------------         ------------

PROPERTY AND EQUIPMENT - NET                                            26,706               28,844
                                                                  ------------         ------------

OTHER ASSETS
     Marketing Database, net                                           242,250              255,000
     Med Wireless License, net                                       3,885,500            4,090,000
                                                                  ------------         ------------
                 Total Other Assets                                  4,127,750            4,345,000
                                                                  ------------         ------------

TOTAL ASSETS                                                      $  4,190,834         $  4,374,365
                                                                  ============         ============

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts Payable and Accrued Expenses                        $    598,672         $  1,131,579
     Note Payable                                                    1,120,000            1,120,000
     Debentures Payable, net                                           150,000              150,000
                                                                  ------------         ------------
                 Total Current Liabilities                           1,868,672            2,401,579
                                                                  ------------         ------------

COMMITMENTS AND CONTINGENCIES AND
     SUBSEQUENT EVENTS (Notes 9, 10 and 11)

STOCKHOLDERS' EQUITY
     Preferred Stock, $.00067 Par Value, 25,000,000
       Shares Authorized, 338,022 and No Shares Issued
       and Outstanding at March 31, 2003 and
       December 31, 2002, respectively                                     226                   --
     Common Stock, $.00067 Par Value, 100,000,000
       Shares Authorized, 28,498,646 and 17,137,727 Shares
       Issued and Outstanding at March 31, 2003 and
       December 31, 2002, respectively                                  19,095               11,483
     Additional Paid-In Capital                                     21,939,916           20,289,936
     Retained Earnings (Deficit)                                   (19,510,071)         (18,201,629)
     Treasury Stock at cost, 44,900 shares as of
       March 31, 2003 and December 31, 2002                           (127,004)            (127,004)
                                                                  ------------         ------------
                 Total Stockholders' Equity                          2,322,162            1,972,786
                                                                  ------------         ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $  4,190,834         $  4,374,365
                                                                  ============         ============
</TABLE>



                                       3
<PAGE>


                      NUWAY MEDICAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 and 2002


<TABLE>
<CAPTION>
                                                                    Three Months Ended March 31,
                                                                 ---------------------------------
                                                                     2003                 2002
                                                                 ------------         ------------
                                                                  (unaudited)          (unaudited)
Sales
<S>                                                              <C>                  <C>
       License of Software                                       $     34,665         $         --
                                                                 ------------         ------------
                             Total Sales                               34,665                   --
                                                                 ------------         ------------

Costs and Expenses
       Selling, General and Administration                          1,088,637              618,246
       Depreciation, Depletion and Amortization                       219,388                2,600
       Cancellation of Stock Warrants Previously Expensed                  --           (1,659,750)
                                                                 ------------         ------------
                             Total Costs and Expenses               1,308,025           (1,038,904)
                                                                 ------------         ------------

Operating (Loss) Income                                            (1,273,360)           1,038,904
                                                                 ------------         ------------

Other Income (Expenses)
       Interest Income                                                     --                6,079
       Interest Expense                                               (35,082)                  --
                                                                 ------------         ------------
                             Net Other Income (Expenses)              (35,082)               6,079
                                                                 ------------         ------------

(Loss) Income Before Income Taxes                                  (1,308,442)           1,044,983
Income Taxes (Provision) Benefit                                           --                   --
                                                                 ------------         ------------
Net (Loss) Income from Continuing Operations                       (1,308,442)           1,044,983
                                                                 ------------         ------------

Discontinued Operations (Note 2)                                           --              (33,020)
                                                                 ------------         ------------
Net (Loss) Income                                                $ (1,308,442)        $  1,011,963
                                                                 ============         ============


(Loss) Earnings Per Common Share and Common Share                $ (1,308,442)        $  1,011,963
       Equivalents Basic and Fully Diluted

       Common Share Equivalents Outstanding                        21,013,109            5,407,502
                                                                 ============         ============
                             Net (Loss) Income Per Share         $      (0.06)        $       0.19
                                                                 ============         ============
</TABLE>



                                       4
<PAGE>




                      NUWAY MEDICAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                               Three Months Ended March 31,
                                                                                 2003                2002
                                                                              -----------         -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                           <C>                 <C>
  Net (Loss) Income                                                           $(1,308,442)        $ 1,011,963
  Adjustments to Reconcile Net (Loss) Income to Cash Used in Operating
  Activities:
        Depreciation, Depletion and Amortization                                  219,388               2,600
        Issuance of Stock for Services and Interest                             1,488,807             423,000
        Cash Used in Discontinued Operations                                           --             329,066
        Cancellation of Prior Year Warrant Compensation                                --          (1,659,750)
        Increase in Accounts Receivable                                           (29,665)                 --
        Increase in Prepaid Expenses and Other Current Assets                          --              (5,500)
        Decrease in Accounts Payable and Accrued Expenses                        (532,907)           (109,531)
        Net Cash Used in Operating Activities                                          --                  --
                                                                                 (162,819)             (8,152)

CASH FLOWS FROM INVESTING ACTIVITIES
      Cash Used in Discontinued Operations                                             --             (65,168)
      Increase in Other Assets                                                         --             (18,400)
                                                                              -----------         -----------
      Net Cash Used in Investing Activities                                            --             (83,568)
                                                                              -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES
      Repayment of Convertible Debentures                                              --             (50,000)
      Proceeds from the Sale of Preferred Stock                                   169,011                  --
                                                                              -----------         -----------
      Net Cash Provided by (Used in)  Financing Activities                        169,011             (50,000)
                                                                              -----------         -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                6,192            (141,720)


CASH AND CASH EQUIVALENTS - BEGINNING                                                 521             244,344
                                                                              -----------         -----------


CASH AND CASH EQUIVALENTS - ENDING                                            $     6,713         $   102,624
                                                                              ===========         ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash Paid During the Period for:
                    Interest                                                  $        --         $        --
                                                                              ===========         ===========
                    Income Taxes                                              $        --         $        --
                                                                              ===========         ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING TRANSACTIONS

Conversion of Debentures                                                      $        --         $ 2,050,000
                                                                              ===========         ===========

</TABLE>



                                       5
<PAGE>

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION


           a) Principles of Consolidation and Basis of Presentation

           In  the  opinion  of the  management  of  NuWay  Medical,  Inc.,  the
           accompanying  unaudited consolidated financial statements contain all
           adjustments  (which  are  normal  recurring  accruals)  necessary  to
           present fairly the  consolidated  financial  position as of March 31,
           2003 and 2002; the  consolidated  results of operations for the three
           months ended March 31, 2003 and 2002; and the consolidated statements
           of cash flows for the three  months  ended  March 31,  2003 and 2002.
           Interim  results for the three months  ended March 31, 2003,  are not
           necessarily  indicative  of the results  that may be expected for the
           year ending  December 31, 2003.  The interim  consolidated  financial
           statements   should  be  read  in  conjunction   with  the  Company's
           consolidated  financial  statements  for the year ended  December 31,
           2002 included in the Company's Form 10-KSB, filed in May 2003.

           The  consolidated  balance  sheets at March 31, 2003 and December 31,
           2002  include  the  accounts  of NuWay  Medical,  Inc.  and its joint
           venture subsidiary,  NuWay Sports, LLC ("NuWay Sports") (collectively
           referred to as the "Company").  NuWay Medical, Inc. owns 51% of NuWay
           Sports  and the  remaining  49% is owned  by  Rasheed  &  Associates.
           Operations for NuWay Sports commenced in January 2003. NuWay Medical,
           Inc. has  significant  influence on the business  operations of NuWay
           Sports  and  operations  are  consolidated.  As there is no equity in
           NuWay Sports,  100% of this entity is absorbed by NuWay Medical.  All
           significant   inter-company   balances   have  been   eliminated   in
           consolidation.

           b)     Management's Plan

           The  Company  had  approximately  $6,700 of cash on hand at March 31,
           2003. On June 13, 2003,  the Company  received the first  installment
           ($250,000)  of a total loan  commitment  of $420,000 as  described in
           Note 11 below. Notwithstanding this financing, the Company will still
           need to raise additional  capital to sustain operations and implement
           its  growth  strategy  until  such time,  if ever,  that the  Company
           achieves  profitability.  As of the date of this filing,  the Company
           was not a party to any agreements to provide such financing. Although
           the  Company  is in the  process  of  actively  reviewing  additional
           proposals made by private investors and investment bankers, there can
           be no assurance  that the Company will be able to consummate any such
           transactions on terms  satisfactory to the Company,  or at all, or if
           consummated,  that such  financings  will  provide the  Company  with
           sufficient  capital.  If the  Company is unable to secure  additional
           financing  within  the next 120 days it would  need to  significantly
           curtail and perhaps shut down its operations. It is unlikely that the
           Company  will be able to qualify for bank debt until such time as the
           Company  is able to  demonstrate  sufficient  financial  strength  to
           provide confidence for a lender.

           The Company's shares were delisted effective as of June 10, 2003 from
           trading  on the Nasdaq  SmallCap  Market.  The  shares are  currently
           quoted on the pink sheets. Promptly following the filing of this Form
           10-QSB with the SEC, the Company  expects that its market makers will
           make  application  for  quotation  of  the  Company's  shares  on the
           Over-the-Counter  Bulletin Board,  although there can be no assurance
           that these  applications  will



                                       6
<PAGE>

           be accepted  and the Company will be cleared to trade on the Bulletin
           Board in light of the public  interest  concerns  raised by Nasdaq in
           connection  with the delisting of the Company's  shares.  This Nasdaq
           delisting  will  make it  more  difficult  to  effect  trades  and is
           expected to lead to a significant  decline in the frequency of trades
           and trading volume.  The delisting will likely  adversely  affect the
           Company's  ability  to  obtain  financing  in the  future  due to the
           decreased  liquidity of the Company's shares. The Company has not yet
           determined  what impact,  if any, that the delisting will have on the
           proposals from private investors referred to above.

           Although  the  primary  development  of  the  PRLS  system  has  been
           completed,  management  plans  on  periodically  upgrading  its  PRLS
           software  application  through  additional  research and development,
           including  tailoring  its  application  to the specific  needs of its
           clients as those needs are brought to the  Company's  attention.  The
           Company  may be unable to  accomplish  the  foregoing  on a long term
           basis, however, unless and until the additional financing referred to
           above is secured.

           Based on its current business plan, and assuming sufficient financing
           is  obtained,  management  believes  it  will  be  able  to  generate
           meaningful sales of its PRLS software  application and that it may be
           able to  secure  sales or  license  agreements  as early as the third
           quarter of 2003.  The Company's PRLS was introduced by the Company to
           the   marketplace   in  January   2003  and   generated  a  total  of
           approximately  $35,000 in gross revenues  during the first quarter of
           2003  through the sale of a scaled down  version of the product to 18
           NFL teams at the 2003 NFL Combine. Pursuant to this transaction,  the
           Company  digitized over 60,000 medical images for use by 18 NFL teams
           in their  evaluation of potential  draft picks.  Management  believes
           that it is already  being  referred by its customers and prospects as
           the best of brand for its  sports  industry  focus.  The  Company  is
           marketing the PRLS to multiple sports leagues and is actively seeking
           additional vertical market opportunities.  There can be no assurance,
           however,  that  the  Company  will  be  able to  secure  any  further
           agreements for its product,  that such  agreements will ever generate
           meaningful revenue for the Company,  or that the Company will be able
           to successfully capture any such vertical market opportunities.

           Ultimately,  the Company's  ability to continue as a going concern is
           dependent  upon its ability to establish  and grow a revenue  stream,
           attain a  reasonable  threshold of  operating  efficiencies,  achieve
           profitable  operations  and  attract  new  sources  of  capital.  The
           consolidated financial statements do not include any adjustments that
           might result from the outcome of these uncertainties.

           c) Property and Equipment

           Property and Equipment are stated at cost.  Depreciation  is provided
           on a  straight-line  basis  over  the  estimated  useful  life of the
           respective  asset.  Maintenance and repairs are charged to expense as
           incurred; major renewals and betterments are capitalized.  When items
           of property  or  equipment  are sold or retired the related  cost and
           accumulated  depreciation  are removed from the accounts and any gain
           or loss is included in the results of operations.



                                       7
<PAGE>

           d) Impairment of Long-Lived Assets

           The Company  periodically reviews its long-lived assets for potential
           impairment as required by Statement of Financial Accounting Standards
           No. 144,  "Accounting for the Impairment of Long-Lived Assets and for
           Long-Lived  Assets to be  Disposed  of",  which  supercedes  previous
           guidance.  As discussed in Note 2, the Company  discontinued  several
           operations during the year ended December 31, 2002.

           e) Revenue Recognition

           The  Company  recognizes  revenue  from  its new  medical  technology
           business in  accordance  with SEC Staff  Accounting  Bulletin No. 101
           "Revenue  Recognition in Financial  Statements."  For hardware sales,
           revenue would be recognized  upon shipment to customers.  To date, no
           such sales have been made.

           Revenue from the licensing of software  products is recognized when a
           contract is executed (when applicable), all delivery obligations have
           been met, the fee is fixed or  determinable,  and  collectability  is
           probable.   When  licenses  are  sold  together  with  services,   in
           accordance with the provisions of the American Institute of Certified
           Public  Accountants'  Statement of Position 97-2,  "Software  Revenue
           Recognition" ("SOP 97-2"), license fees are recognized upon delivery,
           provided  that (1) the above  criteria  have been met, (2) payment of
           the  license  fees  is not  dependent  upon  the  performance  of the
           services,  (3) the services do not include significant  modifications
           to the  features  and  functionality  of the  software,  and  (4) the
           services are not essential to the  functionality of the software.  If
           revenue is received from software maintenance agreements,  it will be
           recognized  ratably  over the term of the  agreement,  as will annual
           software  maintenance  charges and upgrade fees be recognized ratably
           over the period  covered.  To date, no such revenue has been received
           by the Company.

           f) Earnings (Loss) Per Share

           The Company  reports  basic and diluted  earnings per share (EPS) for
           common  and  common  share  equivalents.  Basic  EPS is  computed  by
           dividing   reported   earnings  by  the   weighted   average   shares
           outstanding. Diluted EPS is computed by dividing reported earnings by
           the weighted average shares outstanding  adjusted for all potentially
           dilutive  shares,  which include shares issuable upon the exercise of
           outstanding stock options,  warrants and convertible  preferred stock
           using the "if-converted" method. For the three months ended March 31,
           2003, the  denominator in the diluted EPS computation was the same as
           the denominator  for basic EPS  computation  due to the  antidilutive
           effect of the warrants and stock  options on the  Company's net loss.
           For the comparable  quarter in 2002, an additional 186,502 equivalent
           shares were added for the effect of dilutive shares.




                                       8
<PAGE>


           For the three  months  ended March 31, 2003 and March 31,  2002,  the
           computation of basic EPS was as follows:

<TABLE>
<CAPTION>
                                                                  Three Months         Three Months
                                                                      Ended                Ended
                                                                 March 31, 2003       March 31, 2002
                                                                 --------------       --------------
Basic EPS:
----------
<S>                                                               <C>                  <C>
Numerator - Net (Loss) Income from Continuing Operations          $ (1,308,442)        $  1,044,983
Denominator - Weighted average shares outstanding                   21,013,109            5,407,502
                                                                  ------------         ------------
       (Loss) Income per Share                                    $      (0.06)        $       0.19
                                                                  ------------         ------------

Numerator - Net (Loss) Income from Discontinued Operations        $         --         $    (33,020)
Denominator - Weighted average shares outstanding                           --            5,407,502
                                                                  ------------         ------------
       (Loss) Income per Share                                    $         --         $      (0.01)
                                                                  ------------         ------------

Numerator - Net (Loss) Income                                     $ (1,308,442)        $  1,011,963
Denominator - Weighted average shares outstanding                 $ 21,013,109            5,407,502
                                                                  ------------         ------------
       (Loss) Income per Share                                    $      (0.06)        $       0.19
                                                                  ------------         ------------


Diluted EPS:
------------

Numerator - Net (Loss) Income from Continuing Operations          $ (1,308,442)        $  1,044,983
Denominator - Weighted average shares outstanding                   21,013,109            5,594,004
                                                                  ------------         ------------
     (Loss) Income per Share                                      $      (0.06)        $       0.19
                                                                  ------------         ------------

Numerator - Net (Loss) Income from Discontinued Operations        $         --         $    (33,020)
Denominator - Weighted average shares outstanding                           --            5,594,004
                                                                  ------------         ------------
     (Loss) Income per Share                                      $         --         $      (0.01)
                                                                  ------------         ------------

Numerator - Net (Loss) Income                                     $ (1,308,442)        $  1,011,963
Denominator - Weighted average shares outstanding                 $ 21,013,109            5,594,004
                                                                  ------------         ------------
     (Loss) Income per share                                      $      (0.06)        $       0.18
                                                                  ------------         ------------
</TABLE>


           g) Use of Estimates

           The preparation of financial statements in conformity with accounting
           principles  generally  accepted  in  the  United  States  of  America
           requires management to make estimates and assumptions that affect the
           reported  amounts  of  assets  and  liabilities,  the  disclosure  of
           contingent  assets  and  liabilities  at the  date  of the  financial
           statements,  and revenues and expenses  during the periods  reported.
           Actual results could differ from those estimates.  Estimates are used
           when accounting for stock-based transactions,  uncollectable accounts
           receivable,  asset  impairment,  depreciation and  amortization,  and
           taxes, among others.



                                       9
<PAGE>




           h) Stock Options and Warrants Issued for Services

           As permitted  under the Statement of Financial  Accounting  Standards
           No. 123 (SFAS No. 123),  "Accounting for  Stock-Based  Compensation,"
           the Company accounts for its stock-based compensation to employees in
           accordance with the provisions of Accounting  Principles  Board (APB)
           Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  and
           related  interpretations.  The  Company  provides  the pro  forma net
           earnings, pro forma earnings per share, and stock-based  compensation
           plan disclosure requirements set forth in SFAS No. 123.

           Had compensation  cost for options issued under the 1994 Stock Option
           Plan, as described more fully in Note 6, been  determined  based upon
           fair value at the grant date for options granted, consistent with the
           provision of SFAS 123, the  Company's net loss and net loss per share
           would have been reduced to the pro forma amounts indicated below:


<TABLE>
<CAPTION>
                                                                             Three Months Ended March 31,
                                                                              2003                  2002
                                                                       ------------------     ----------------
<S>                                                                    <C>                    <C>
              Net (Loss) Income - as reported                          $      (1,308,442)     $      1,011,963
              Deduct: stock based employee compensation
              expenses determined under fair value
              based method                                                              -                    -
                                                                       ------------------     ----------------
              Net (Loss) Income - pro forma                            $      (1,308,442)     $      1,011,963
                                                                       ==================     ================
              Loss per share - as reported
              Basic                                                    $           (0.06)     $           0.19
                                                                       ==================     ================
              Diluted                                                  $           (0.06)     $           0.18
                                                                       ==================     ================

              Loss per share - pro forma
              Basic                                                    $           (0.06)     $           0.19
                                                                       ==================     ================
              Diluted                                                  $           (0.06)     $           0.18
                                                                       ==================     ================
</TABLE>


           For stock issued to consultants and other non-employees for services,
           the Company records the expense based on the fair market value of the
           securities  as of the date of stock  issuance or  agreement  for such
           services.

           i) Reclassifications

           Certain amounts in the  accompanying  2002 financial  statements have
           been  reclassified to conform to 2003  presentation,  primarily those
           items having to do with discontinued operations. (See Note 2)

NOTE 2. DISCONTINUED OPERATIONS

Effective  October 1, 2002, the Company sold its oil and gas operations,  namely
the stock of NuWay  Resources  Ltd.,  to Summit Oil and Gas,  Inc.  The purchase
price for the stock  was  $100,000  less all  outstanding  liabilities  of NuWay
Resources,  Ltd. As the offsetting  liabilities exceeded the purchase price, the
Company  received no funds.  The Company  recorded a loss from these  operations
through September 30, 2002 of $68,650 and a loss of $1,290,948 on disposal.

Effective October 1, 2002, the Company sold the stock of its wholly owned casino
rental  subsidiaries  (Latin American  Casinos del Peru S.A., and Latin American
Casinos of Colombia, LTDA) to Casino



                                       10
<PAGE>

Venture  Partners,  a Nevada  partnership.  The purchase price for the stock was
$300,000  less  all  outstanding  liabilities  of the two  subsidiaries.  As the
offsetting  liabilities  exceeded the purchase  price,  the Company  received no
funds. The Company recorded a loss from these operations  through  September 30,
2002 of $147,247 and a loss of $1,376,733 on disposal.

The Company  discontinued  the operations of World's Best Rated Cigar Company on
October  1,  2002 by  donating  any  remaining  inventory  and  terminating  all
outstanding  warehouse lease agreements  without penalty. A loss of $385,089 was
incurred  from  these  operations  until  the  point of  disposal  and a loss of
$179,750 was recorded upon disposal of the net assets.

The  results of  operations  of the  Company's  oil and gas,  casino,  and cigar
distribution operations have been shown as discontinued operations as follows:


                                                          Three Months
                                                             Ended
                                                         March 31, 2002
                                                       -------------------
               Revenues                                $           260,255
               Operating Expenses                                  294,443
                                                       -------------------
               Loss from discontinued operations       $           (33,020)
                                                       ===================


NOTE 3. PROPERTY AND EQUIPMENT

Property and Equipment are summarized as follows:

<TABLE>
<CAPTION>
                                              March 31,     December 31,
                                               2003           2002
                                              -------        -------
<S>                                           <C>            <C>
Furniture, Fixtures & Office Equipment        $42,753        $42,753
Less:  Accumulated Depreciation                16,047         13,909
                                              -------        -------
Property and Equipment, net                   $26,706        $28,844
                                              =======        =======
</TABLE>


Furniture,  fixtures and office  equipment  are carried at cost and  depreciated
using the  straight-line  method over the estimated  useful lives of the assets,
which is estimated to be five years.

NOTE 4. INTANGIBLE ASSETS

The Company had the following  Intangible  Assets at March 31, 2003: a marketing
database  purchased from Genesis Health Tech,  Inc. on June 28, 2002 and certain
software  technology  licensed from Med Wireless,  Inc. on August 21, 2002.  The
database is a  comprehensive  listing of  healthcare  providers  in the U.S. and
represents what the Company  believes to be a valuable tool for phone,  mail and
direct  marketing  activities  related to the Company's  new medical  technology
products.  The technology  licensed from Med Wireless relates to the movement of
medical images and data over the Internet and via handheld  wireless devices and
is critical to the Company's new Player Record Library System  ("PRLS")  product
as well as potential  future  products.  No amortization  was recorded for these
intangible  assets in 2002 as the Company did not begin to utilize the  database
nor generate sales of products derived from this technology  until 2003.  During
the first  quarter of 2003,  the  Company  began to  amortize  both  assets on a
straight-line  basis  over  estimated  five  year  useful  lives  and a total of
$217,250 in amortization expense was recorded for the three month period.



                                       11
<PAGE>

In Note 5 to the  Company's  audited  financial  statements  for the year  ended
December 31, 2002 appearing in the Company's Form 10-KSB filed May 23, 2003, the
Company disclosed the fact that the value of the database was discounted and the
discount  in the Med  Wireless  license was  increased  after  discussions  with
"valuation experts" and the Company's  accountants.  To clarify this disclosure,
it is noted that the  discussions  with the valuation  experts were conducted by
the Company's  accountants in the course of their audit, and not by the Company,
and that these experts did not evaluate or otherwise  pass upon the value of the
Company's  assets (nor has the Company at any time had such an evaluation from a
third party expert).

NOTE 5. STOCK, STOCK OPTIONS AND WARRANTS

During  the first  quarter of 2003,  the  Company  issued a total of  11,360,919
shares of its common stock for services performed during 2002 and 2003. Expenses
totaling  $645,648 for  2,633,590  shares issued in January 2003 were accrued in
the  financial  statements  for the  year  ended  December  31,  2002.  Expenses
aggregating  $843,000  relating to the balance of the shares issued in the first
quarter  (8,727,329  shares)  were  recorded in the three months ended March 31,
2003. Of this first quarter amount, approximately $548,000 represents consulting
expense,  $259,000  represents  legal  expenses,  and  the  balance  of  $36,000
represents compensation, advisory board, and board of director expenses.

The Company had the following  outstanding  convertible  securities at March 31,
2003:  (a) stock options  issued under the 1994 Stock Option Plan to purchase up
to 65,000  shares of the  Company's  common  stock (see Note 6);  (b)  five-year
warrants to acquire up to 300,000 shares of common stock at an exercise price of
$1.75 per share;  (c) a warrant to purchase up to 100,000 shares of common stock
at an exercise price of $0.30 per share  exercisable  through February 23, 2004,
issued in 2002 to a former executive of the Company; (d) warrants to purchase up
to 225,000  shares of common  stock at an exercise  price of $1.06,  exercisable
through  June 5,  2003,  issued in 1998 to an  investment  banker  who  provided
services to the Company;  and (e)  warrants to purchase up to 338,022  shares of
common stock at an exercise price of $.20 per share, exercisable for a period of
three years,  issued in conjunction with the Company's sale of 338,022 shares of
Convertible  Preferred Stock during the first quarter of 2003, and which are not
convertible until six months from the date of issuance (Note 9).

At March 31, 2003, the Company also had  outstanding  1,725,000  publicly traded
warrants  (NMEDW) to purchase the Company's common stock at an exercise price of
$3.00 per share.  The  expiration  date of these  warrants  was  extended by the
Company to December 11, 2003.

NOTE 6. INCENTIVE STOCK OPTION PLAN

On June 13, 1994,  the Company  adopted the 1994 Stock Option Plan providing for
the  issuance  of options to purchase up to  1,000,000  shares of the  Company's
common stock.  The term of each option may not exceed ten years from the date of
grant (five years for options  granted to employees  owning more than 10 percent
of the  outstanding  shares of the voting stock of the  Company).  The 1994 Plan
will terminate in June 2004, unless terminated earlier by action of the board of
directors.  In June 1999, the Company  increased the shares  allocated under the
plan to 1,500,000.



                                       12
<PAGE>


At March 31, 2003 and December 31, 2002, the Company had options outstanding and
exercisable as follows:

<TABLE>
<CAPTION>
                                                       Number of Shares         Price Per Share
                                                      ------------------    ----------------------
<S>                                                   <C>                   <C>
Options Outstanding at December 31, 2002                         65,000       $   1.00 - $1.75
Options Issued                                                        -
Options Expired                                                       -
Options Exercised                                                     -
                                                      ------------------    ----------------------
Options Outstanding at March 31, 2003                            65,000       $   1.00 - $1.75
                                                      ==================    ======================
</TABLE>


All outstanding stock options were fully exercisable at March 31, 2003.

NOTE 7. NOTE PAYABLE

In conjunction with the acquisition of the technology license from Med Wireless,
Inc. on August 21, 2002, the Company  assumed a $1,120,000 note with interest at
10% per annum  payable by Med  Wireless to Summitt  Ventures,  Inc.  The note is
secured by the  Company's  assets and was  originally  due on June 15, 2003.  On
March 26, 2003,  Summitt Ventures sold the note,  together with 4,182,107 shares
of the Company's  common stock,  to New  Millennium  Capital  Partners LLC ("New
Millennium"),  a limited liability  company  controlled and owned in part by the
Company's  CEO  and  president,  Dennis  Calvert,  in  exchange  for a  $900,000
promissory note issued by New Millennium in favor of Summitt Ventures. This note
is secured by all of the stock of the Company  owned by New  Millennium  and Mr.
Calvert.  On March 26, 2003, the Company's  board of directors  voted to convert
the $1,120,000 note held by New Millennium into 22,400,000  shares of restricted
common  stock of the Company  (at a strike  price  discounted  37.5% to the then
market price of $0.08). New Millennium agreed to this conversion.  Subsequent to
the vote by the board to convert  the note,  the Company  received  notification
from Nasdaq's Listing Qualifications Department that converting the note without
shareholder  approval violated certain Nasdaq  Marketplace Rules. In response to
this notification,  the board, with the concurrence of New Millennium,  voted to
amend its resolution and withhold issuance of the shares to New Millennium until
the Company's  shareholders  approved the conversion.  This shareholder vote has
not taken  place as of the filing of this  report,  and the shares have not been
issued to New Millennium.

The business  purpose of the  original  decision to convert the note into equity
was to  retire  $1,120,000  in  debt  owed  by the  Company  thereby  increasing
shareholder  equity by that  amount  and  avoiding a default on the note and the
insolvency and possible  liquidation of the Company. In arriving at a conversion
price,  the board of directors  determined that a 37.5% discount to market price
was  appropriate  based  on a number  of  factors,  including  that (i) with the
quantity of the shares  that would be issued,  a block of shares that size could
not be liquidated without affecting the market price of the shares, and (ii) the
shares  would be  "restricted  shares"  and could  therefore  not be sold by New
Millennium  (an  affiliate  of the Company) in the public  markets  prior to two
years from the date of the  conversion,  and thereafter  would be subject to the
volume and manner of sale  limitations  of Rule 144 under the  Securities Act of
1933.

To allow  time for a  shareholder  vote  with  respect  to the  conversion,  New
Millennium agreed to extend the terms of the note 90 days, from June 15, 2003 to
September 15, 2003.



                                       13
<PAGE>

At the  Company's  June 6, 2003 board  meeting,  Mr.  Calvert,  on behalf of New
Millennium, and the Company, through the unanimous action of the Board (with Mr.
Calvert abstaining),  agreed that, in light of current market conditions (namely
the  significant  increase in the trading  price of the  Company's  common stock
since March 26, 2003, the date on which the conversion of the note to equity was
originally  approved by the Board,  from $0.08 to $0.28 as of June 6, 2003),  it
would be  inequitable  for New  Millennium to convert the note at the originally
agreed to $0.05 per share price. In this regard,  Mr. Calvert,  on behalf of New
Millennium,  and the Company  orally  agreed to rescind the agreement to convert
the note. In addition,  New Millennium  orally agreed with the Company to extend
the  maturity  date of the note to a first  payment  due  October 1, 2003 in the
amount of $100,000 and the balance of the principal  due on April 1, 2004,  with
interest due according to the original  terms of the note (to  correspond to the
payment  terms of the note  made by New  Millennium  in favor of  Summitt),  and
furthermore  to reduce the  Company's  obligation on the note to the extent that
New Millennium is able to reduce its  obligation on its note with Mr.  Anderson.
While the prior holder of the note, Summitt Ventures, purported to condition New
Millennium's purchase on the conversion of the note, Mr. Calvert has represented
to the  Company  that  due to  Mr.  Anderson's  actions  he  now  believes  that
conversion of the note is no longer required.

As a result of the  elimination  of the  conversion  feature  of the  note,  the
shareholders of the Company will not be asked to approve the conversion terms as
was previously contemplated by the Company.

NOTE 8. CONVERTIBLE DEBENTURES

In December 2000, the Company,  through a private  placement,  issued $3,500,000
principal amount of 6 percent Convertible Debentures to several investors. These
debentures  were  originally  due June  13,  2001 and  their  maturity  date was
subsequently  extended to December 13, 2001.  They are  convertible  into common
stock at a price of $1.75 per share.  The interest on the  debentures is payable
either in cash or shares of common  stock,  at the  discretion  of the  Company.
During 2001,  $1,100,000 of the debentures plus accrued  interest were converted
into 666,283 shares of the Company's  common stock.  During 2002,  $2,250,000 of
the remaining  debentures  plus accrued  interest were  converted into 1,332,570
shares of common stock. In December 2002 the Company  received a notice from the
remaining  two  debenture  holders   requesting   conversion  of  the  remaining
outstanding $150,000 of debentures.  The notice provided that, as a condition to
conversion, the certificates representing the shares issuable upon conversion of
the  debentures  would need to be delivered  to the holders  prior to the end of
2002.  Pursuant to the  request,  and to complete  the  conversion,  the Company
issued to the holders  96,006  shares of common stock.  The actual  certificates
representing  the shares,  however,  were not delivered to the holders until the
first quarter of 2003. These holders refused acceptance of the shares,  claiming
that because the actual certificates  representing the shares were not delivered
in 2002 as specified in the  conversion  notice,  the conversion was invalid and
the debentures  would  therefore  remaining  outstanding  and continue to accrue
interest  until repaid in full.  These holders have now demanded full payment on
their  $150,000 of debentures  (plus accrued  interest).  Although the Company's
financial   statements  reflect  the  $150,000  of  debentures  as  still  being
outstanding, the Company disputes the individuals' claim that the conversion was
invalid  and  intends to  vigorously  defend  against  any action  that might be
brought by the debenture holders to collect thereon.

NOTE 9. CONVERTIBLE PREFERRED STOCK

During the first  quarter of 2003,  the  Company  entered  into two  Convertible
Preferred  Stock and Warrant  Purchase  Agreements  whereby the Company  sold an
aggregate of 338,022 shares of a newly created series of Preferred Stock, Series
A Convertible  Preferred Stock, par value $.00067,  for a total consideration of
$169,011.  Each share of the Series A Preferred  Stock is  convertible  into one


                                       14
<PAGE>

share of the Company's  common stock. In addition,  each share of preferred sold
entitles the purchaser to one warrant to purchase one share of common stock at a
price of $0.20 per share.  Using the  Black-Scholes  pricing model,  the Company
estimated the fair value of these warrants to be approximately $35,000, and such
amount has been  netted in  additional  paid in  capital  on the March 31,  2003
consolidated balance sheet. The Series A Preferred Stock may be converted by the
holder at any time after six months  from the  purchase  date and the warrant is
exercisable for a period of three years from the purchase date.  Pursuant to the
two  agreements  executed in the first  quarter  2003,  the Company  received an
additional  $110,650  from the sale of  221,300  additional  shares  of Series A
Preferred Stock in April 2003.

NOTE 10. COMMITMENTS AND CONTINGENCIES

Litigation

During 2002, Ms. Geraldine Lyons, the Company's former Chief Financial  Officer,
sued the Company for breach of her employment contract. The lawsuit is venued in
the Circuit Court of the 11th Judicial Circuit in Miami-Date County in the State
of Florida  and was  initiated  by the filing of a complaint  in June 2002.  The
principal  parties in the case are Ms.  Lyons,  the Company,  and the  Company's
former  president  Todd  Sanders.  Ms. Lyons  alleges that $25,000 is due to her
under her employment contract;  that the contract requires the Company guarantee
that she can sell for  $300,000  the  100,000  shares  of stock the  Company  is
required to issue her; and, that Mr.  Sanders  promised to purchase from her for
$4.00  per  share  100,000  shares  of  stock  held  by  her.  The  Company  has
counter-sued Ms. Lyons for breach of fiduciary duty, fraud, violation of section
12(a)(2) of the 1933 Securities Act, violation of section 517.301 of the Florida
Statutes,  negligent   misrepresentation,   conversion,  and  unjust  enrichment
resulting  from the  restatement of the Company's  financial  statements for the
years ended  December 31, 2000 and  December 31, 1999 that the Company  believes
was  required as a result of her  activities.  The  restatements  corrected  the
previous omission of certain material expenses related primarily to compensation
expense  arising from warrants  issued and repriced  stock  options,  as well as
other  errors.  The  case is  ongoing  at this  time.  The  Company  intends  to
vigorously  defend its actions and pursue its affirmative  claims to the fullest
extent possible.  Management does not expect that this case will have a material
adverse effect on the Company's financial position.

See  Note 8 for a  discussion  of a  claim  relating  to the  conversion  of the
Company's 6% Convertible Debentures.

Employment Agreements

In December 2002, the Company entered into a five-year employment agreement with
the Company's current President,  Dennis Calvert. His agreement calls for a base
monthly  income  of  $14,000  plus  performance  bonuses  and  employee  related
benefits. Mr. Calvert serves as President,  Chief Executive Officer, Interim CFO
and Chairman of the Board.

In March 2003, the Company  entered into a five-year  employment  agreement with
Joseph  Provenzano who serves the Company as Secretary,  Board Member and Senior
Executive  reporting to Mr. Calvert.  His agreement calls for him to receive not
less than $10,900 per month in salary plus incentive  bonuses,  stock  ownership
participation and employee related benefits.  At the Company's  discretion,  the
Company may choose to pay up to $4,900 of this monthly salary with stock in lieu
of cash.



                                       15
<PAGE>

Lease Commitment

The Company is obligated  on a  month-to-month  office  lease at its  California
facility. This lease requires monthly rentals of $7,850. All other leases are of
short  duration or are on a  month-to-month  arrangement.  Rent  expense for the
three  months  ended  March 31,  2003 and the year ended  December  31, 2002 was
approximately $23,550 and $192,500, respectively.

Stock-based Commitments

The Company  currently  utilizes the services of a number of consultants who are
compensated  with shares of common stock.  While each agreement can generally be
terminated  with  a 15  day  notice,  the  Company  may be  obligated  to  issue
additional shares to the consultants.

NOTE 11. SUBSEQUENT EVENTS

ISSUANCE OF S-8 SHARES:  Between April 1 and June 2, 2003,  the Company issued a
total of 5,820,000  shares of common stock pursuant to a registration  statement
on Form S-8, to  consultants  for services  performed,  which  included  600,000
shares  issued to Mr.  Harrison,  a member of the  board of  directors,  for his
services as a  director.  In addition  to these  shares,  in March 2003,  Dennis
Calvert, the Company's CEO and president, was granted 3,000,000 shares of common
stock under the Company's 2003 Stock  Compensation  Plan as a bonus for services
rendered by Mr. Calvert to the Company.  Following this issuance,  however,  Mr.
Calvert returned the shares to the Company pending a shareholder vote to approve
or disapprove the issuance. Mr. Calvert and the Company have since agreed not to
seek  shareholder  approval  for the issuance and to rescind the issuance in its
entirety.  Mr. Calvert and the compensation  committee of the Board of Directors
plan to negotiate an alternative bonus arrangement with Mr. Calvert (which could
be in the form of cash, shares of stock, or a combination  thereof).  The amount
and timing of such bonus has not yet been  determined.  In  addition,  the Board
recently   agreed  to  issue  Gary  Cox  200,000   shares  of  common  stock  as
consideration for his agreeing to serve as a director of the Company.

NASDAQ  DELISTING:  The Company's shares were delisted  effective as of June 10,
2003 from trading on the Nasdaq SmallCap Market. The shares are currently quoted
on the pink sheets.  Promptly  following the filing of this Form 10-QSB with the
SEC,  the  Company  expects  that its market  makers will make  application  for
quotation  of the  Company's  shares  on the  Over-the-Counter  Bulletin  Board,
although there can be no assurance that these  applications will be accepted and
the  Company  will be  cleared  to trade on the  Bulletin  Board in light of the
public  interest  concerns  raised by Nasdaq in connection with the delisting of
the  Company's  shares.  This Nasdaq  delisting  will make it more  difficult to
effect trades and is expected to lead to a significant  decline in the frequency
of trades and trading  volume.  The delisting will likely  adversely  affect the
Company's  ability  to  obtain  financing  in the  future  due to the  decreased
liquidity  of the  Company's  shares.  The Company has not yet  determined  what
impact,  if any,  that the  delisting  will have on the  proposals  from private
investors referred to above.

RECENT FINANCING:

Pursuant to a Term Loan Agreement ("Loan  Agreement")  dated as of June 10, 2003
between the Company and Augustine  II, LLC  ("Augustine"),  Augustine  agreed to
loan the Company $420,000,  payable in installments of $250,000,  $100,000,  and
$70,000 (the "Loan").  The Company received the first installment of $250,000 on
June 13, 2003. The second installment of $100,000 is scheduled to be paid to the
Company on July 1, 2003,  with the  balance  payable to the Company on August 1,
2003.


                                       16
<PAGE>

Principal  and  interest  (at an annual rate of 10%) are due in full on February
29,  2004,  subject to certain  requirements  that the  Company  make  mandatory
prepayments  of the Loan from the  proceeds  of any asset  sales  outside of the
ordinary course of business, and, on a quarterly basis, from positive cash flow.
In addition, all or any portion of the Loan may be prepaid by the Company at any
time  without  premium or penalty.  The proceeds of the Loan will be used by the
Company for working  capital,  including the costs  associated with  registering
with the SEC, on behalf of Augustine,  the resale of the shares of the Company's
common  stock   underlying  the  warrants   described   below  (the   "Augustine
Registration Statement").

As additional  consideration for making the Loan,  Augustine  received five year
warrants to purchase up to 6,158,381 shares of the Company's common stock, at an
exercise  price of $.16 per share.  The Company can require that the warrants be
exercised  if the  Company's  shares  trade at or above  $.60 per share for each
trading day within the 30 calendar  days prior to the maturity date of the Loan,
trading  volume of the shares  equals or exceeds  100,000  shares per day during
such  period,  and  the  Augustine  Registration  Statement  has  been  declared
effective by the SEC prior to the maturity  date.  If these  conditions  are not
fully  satisfied by the maturity date, then Augustine may, at any time following
the  maturity  date and so long as the  warrants  remain  exercisable,  elect to
exercise all or any portion of the warrants pursuant to the "cashless  exercise"
provisions of the warrants.

As security for the Loan,  New  Millennium  (an  affiliate  of Mr.  Calvert) has
pledged  2.5  million  shares  of  the  Company's  common  stock  owned  by  New
Millennium,  and the Company has  granted  Augustine a security  interest in its
ownership interest in the Company's subsidiary, NuWay Sports, LLC.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

INTRODUCTION AND FORWARD LOOKING STATEMENTS.

The following  discussion and analyses  should be read in  conjunction  with our
consolidated  financial  statements  and the related  notes to the  consolidated
financial statements included elsewhere in this report.

The following  Management's  Discussion and Analysis of Financial  Condition and
Results of  Operations,  as well as other  sections  of this Form 10-Q,  contain
"forward looking statements" within the meaning of Rule 175 under the Securities
Act of 1933,  as amended,  and Rule 3b-6 under the  Securities  Act of 1934,  as
amended,  including  statements  regarding,  among other  items,  the  Company's
business strategies, continued growth in the Company's markets, projections, and
anticipated  trends  in the  Company's  business  and the  industry  in which it
operates.  The words "believe," "expect,"  "anticipate,"  "intends," "forecast,"
"project," and similar expressions identify  forward-looking  statements.  These
forward-looking  statements are based largely on the Company's  expectations and
are subject to a number of risks and uncertainties,  certain of which are beyond
the Company's  control.  The Company  cautions that these statements are further
qualified  by  important  factors  that  could  cause  actual  results to differ
materially  from  those in the  forward  looking  statements,  including,  among
others,  the following:  the Company's ability to raise additional  financing or
generate revenue sufficient to sustain the Company's operations,  demand for the
Company's products,  competitive pricing pressures,  changes in the market price
of technologies used in the Company's  products,  the level of expenses incurred
in the  Company's  operations,  the  scope,  duration  and  results of the SEC's
inquiry into the  Company,  the  possibility  that such inquiry will



                                       17
<PAGE>

result in a formal investigation of the Company by the SEC, the possibility that
the Company or its  officers and  directors  will become the subject of criminal
proceedings,  the possibility  that  stockholders or regulatory  authorities may
initiate  proceedings against the Company and/or its officers and directors as a
result of any past securities law violations, the possibility that the Company's
securities will not become eligible for quotation on the OTC Bulletin Board, and
the effect of the  Company's  recent  Nasdaq  delisting on the  liquidity of the
Company's stock and its ability to raise equity capital. In light of these risks
and  uncertainties,   there  can  be  no  assurance  that  the   forward-looking
information contained herein will in fact transpire or prove to be accurate. The
Company   disclaims  any  intent  or  obligation  to  update  "forward   looking
statements."

OVERVIEW

NuWay  Medical,  Inc.  recently  began  to  offer  medical  and  health  related
technology  products  and  services  with an  initial  focus on the  health  and
information  software  technology  needs of the sports  industry.  The Company's
primary  product  is  its  Player  Record  Library  System  ("PRLS"),  a  highly
specialized  electronic medical record and workflow process software application
designed  to address the  information  technology  needs of the sports  industry
relating to player health  including the need for  technology  that  facilitates
compliance  with  the  Health  Insurance   Portability  and  Accountability  Act
("HIPAA").

The Company markets its PRLS through its subsidiary  NuWay Sports,  LLC, a joint
venture  formed in December 2002 and owned 51% by the Company and 49% by several
former National  Football  League (NFL) players.  NuWay Sports recently sold the
scaled  down  version  of its PRLS to  several  NFL teams and is  promoting  its
service to other NFL teams, the NFLitself, the NFL Trainers Association, the NFL
Players  Association and the NFL Player Safety Council.  NuWay Sports also plans
to market its PRLS to teams,  leagues,  and player  associations in the National
Basketball Association (NBA), Major League Baseball (MLB), and other sports such
as hockey,  soccer,  boxing, motor sports, and entertainment sports. The Company
believes  PRLS  would  benefit  not  only   professional   sports   leagues  and
participants,  but also  collegiate  programs  and in some  cases,  high  school
athletic programs.

The following  discussion  compares the quarters  ended March 31, 2003 and March
31, 2002. Due to the recent complete  material change in the Company's  business
focus  and  operations,  this  discussion  will  not  address  the  discontinued
operations  in the areas of oil and gas  exploration,  cigar  distribution,  and
gaming  equipment  rentals  which  constituted  the  majority  of the  Company's
operations during the first half of 2002.

ANALYSIS OF FINANCIAL CONDITION

The Company had approximately $6,700 of cash on hand at March 31, 2003, which is
insufficient to meet the Company's  operating  expenses.  As of the date of this
filing,  the Company had  received a loan  commitment  of $420,000  (with actual
receipt of $250,000) as described in the "Recent  Financing"  section below. The
Company needs to raise  additional  capital to sustain  operations and implement
its  growth  strategy  until  such  time,  if ever,  that the  Company  achieves
profitability. As of the date of this report, the Company was not a party to any
agreements to provide such financing.  Although the Company is in the process of
actively reviewing additional proposals made by private investors and investment
bankers,  there can be no assurance  that the Company will be able to consummate
any such  transactions on terms  satisfactory  to the Company,  or at all, or if
consummated,  that such  financings  will  provide the Company  with  sufficient
capital. If the Company is unable to secure additional financing within the next
120 days it would  need to  significantly  curtail



                                       18
<PAGE>

and perhaps shut down its  operations.  It is unlikely  that the Company will be
able to  qualify  for  bank  debt  until  such  time as the  Company  is able to
demonstrate sufficient financial strength to provide confidence for a lender.

The Company's shares were delisted effective as of June 10, 2003 from trading on
the Nasdaq SmallCap Market.  The shares are currently quoted on the pink sheets.
Promptly  following  the filing of this Form  10-QSB  with the SEC,  the Company
expects  that its market  makers  will make  application  for  quotation  of the
Company's shares on the Over-the-Counter  Bulletin Board,  although there can be
no assurance  that these  applications  will be accepted and the Company will be
cleared to trade on the Bulletin Board in light of the public interest  concerns
raised by Nasdaq in connection  with the  delisting of the  Company's  sha. This
Nasdaq delisting will make it more difficult to effect trades and is expected to
lead to a significant decline in the frequency of trades and trading volume. The
delisting will likely adversely affect the Company's ability to obtain financing
in the  future due to the  decreased  liquidity  of the  Company's  shares.  The
Company has not yet determined what impact, if any, that the delisting will have
on the proposals from private investors referred to above.

Although  the  primary  development  of the  PRLS  system  has  been  completed,
management plans on periodically upgrading its PRLS software application through
additional research and development,  including tailoring its application to the
specific  needs of its  clients  as those  needs are  brought  to the  Company's
attention.  The Company may be unable to accomplish the foregoing on a long term
basis, however, unless and until the financing referred to above is secured.

Based on its  current  business  plan,  and  assuming  sufficient  financing  is
obtained,  management  believes it will be able to generate  meaningful sales of
its PRLS software application and that it may be able to secure sales or license
agreements  as early  as the  third  quarter  of 2003.  The  Company's  PRLS was
introduced  by the Company to the  marketplace  in January 2003 and  generated a
total of  approximately  $35,000 in gross  revenues  during the first quarter of
2003 through the sale of a scaled down version of the product to 18 NFL teams at
the 2003 NFL Combine.  Pursuant to this transaction,  the Company digitized over
60,000 medical  images for use by 18 NFL teams in their  evaluation of potential
draft  picks.  Management  believes  that it is already  being  referred  by its
customers and prospects as the best of brand for its sports industry focus.  The
Company is marketing the PRLS to multiple sports leagues and is actively seeking
additional vertical market  opportunities.  There can be no assurance,  however,
that the Company will be able to secure any further  agreements for its product,
that such agreements will ever generate  meaningful revenue for the Company,  or
that the Company will be able to  successfully  capture any such vertical market
opportunities.

Based on its current business plan, management anticipates that the Company will
need to add additional staff over the next 12 months. Although it only had three
full time  employees as of June 23, 2003, the Company also relies on at least 12
consultants  who work on behalf of the Company.  The Company intends to add some
of these  consultants  to its full time staff as  employees  and add  additional
staff  members  on an as  needed  basis.  Based  on its  anticipated  growth  in
revenues,  and subject to the  availability of additional  financing the Company
expects  to add up to  approximately  20 full time  employees  before the end of
2003.



                                       19
<PAGE>

During the latter half of 2002, the Company was focused on implementing  its new
business,  generated no revenues,  and thus received no cash from operations and
had negative working capital. The Company's PRLS generated approximately $35,000
in  gross  revenues  during  the  first  60  days  of  its  introduction  to the
marketplace  in the first  quarter of 2003,  through  the sale of a scaled  down
version of the product to the 2003 NFL  Combine.  Consequently,  current  assets
increased from $521 at December 31, 2002 to $36,378 at March 31, 2003.

Other Assets  declined  from  $4,345,000  at December 31, 2002 to  $4,127,750 at
March 31, 2003. The decrease of $217,250 or 5 percent,  related to  amortization
of our intangible assets.

Current liabilities  declined from $2,401,579 at December 31, 2002 to $1,868,672
at March 31,  2003.  The  decrease  of  $532,907  or 22 percent all related to a
reduction  in accounts  payable  and accrued  expenses.  Such  obligations  were
satisfied by cash payments and the issuance of the Company's common stock.

Total  stockholders'  equity grew by 18 percent to $2,322,162 at March 31, 2003.
This increase was due to the sale of Series A Preferred  Stock,  which generated
net  proceeds  to the Company of  $169,011,  and the  issuance of the  Company's
common  stock to  compensate  consultants  and others,  net of the effect of the
quarter ended March 31, 2003 net loss of $1,308,442.

STATUS OF $1,120,000 NOTE IN FAVOR OF NEW MILLENNIUM

In conjunction with the acquisition of the technology license from Med Wireless,
Inc. on August 21, 2002, the Company  assumed a $1,120,000 note with interest at
10% per annum  payable by Med  Wireless to Summitt  Ventures,  Inc.  The note is
secured by the  Company's  assets and was  originally  due on June 15, 2003.  On
March 26, 2003,  Summitt Ventures sold the note,  together with 4,182,107 shares
of the Company's  common stock,  to New  Millennium  Capital  Partners LLC ("New
Millennium"),  a limited liability  company  controlled and owned in part by the
Company's  CEO  and  president,  Dennis  Calvert,  in  exchange  for a  $900,000
promissory note issued by New Millennium in favor of Summitt Ventures. This note
is secured by all of the stock of the Company  owned by New  Millennium  and Mr.
Calvert.  On March 26, 2003, the Company's  board of directors  voted to convert
the $1,120,000 note held by New Millennium into 22,400,000  shares of restricted
common  stock of the Company  (at a strike  price  discounted  37.5% to the then
market price of $0.08). New Millennium agreed to this conversion.  Subsequent to
the vote by the board to convert  the note,  the Company  received  notification
from Nasdaq's Listing Qualifications Department that converting the note without
shareholder  approval violated certain Nasdaq  Marketplace Rules. In response to
this notification,  the board, with the concurrence of New Millennium,  voted to
amend its resolution and withhold issuance of the shares to New Millennium until
the Company's  shareholders  approved the conversion.  This shareholder vote has
not taken  place as of the filing of this  report,  and the shares have not been
issued to New Millennium.

The business  purpose of the  original  decision to convert the note into equity
was to  retire  $1,120,000  in  debt  owed  by the  Company  thereby  increasing
shareholder  equity by that  amount  and  avoiding a default on the note and the
insolvency and possible  liquidation of the Company. In arriving at a conversion
price,  the board of directors  determined that a 37.5% discount to market price
was  appropriate  based  on a number  of  factors,  including  that (i) with the
quantity of the shares  that would be issued,  a block of shares that size could
not be liquidated without affecting the market price of the shares, and (ii) the
shares  would be  "restricted  shares"  and could  therefore  not be sold by New
Millennium  (an  affiliate  of the Company) in the public  markets  prior to two
years from the date of



                                       20
<PAGE>

the conversion, and thereafter would be subject to the volume and manner of sale
limitations of Rule 144 under the Securities Act of 1933.

To allow  time for a  shareholder  vote  with  respect  to the  conversion,  New
Millennium agreed to extend the terms of the note 90 days, from June 15, 2003 to
September 15, 2003.

At the  Company's  June 6, 2003 board  meeting,  Mr.  Calvert,  on behalf of New
Millennium, and the Company, through the unanimous action of the Board (with Mr.
Calvert abstaining),  agreed that, in light of current market conditions (namely
the  significant  increase in the trading  price of the  Company's  common stock
since March 26, 2003, the date on which the conversion of the note to equity was
originally  approved by the Board,  from $0.08 to $0.28 as of June 6, 2003),  it
would be  inequitable  for New  Millennium to convert the note at the originally
agreed to $0.05 per share price. In this regard,  Mr. Calvert,  on behalf of New
Millennium,  and the Company  orally  agreed to rescind the agreement to convert
the note. In addition,  New Millennium  orally agreed with the Company to extend
the  maturity  date of the note to a first  payment  due  October 1, 2003 in the
amount of $100,000 and the balance of the principal  due on April 1, 2004,  with
interest due according to the original  terms of the note (to  correspond to the
payment  terms of the note  made by New  Millennium  in favor of  Summitt),  and
furthermore  to reduce the  Company's  obligation on the note to the extent that
New Millennium is able to reduce its  obligation on its note with Mr.  Anderson.
While the prior holder of the note, Summitt Ventures, purported to condition New
Millennium's purchase on the conversion of the note, Mr. Calvert has represented
to the  Company  that  due to  Mr.  Anderson's  actions  he  now  believes  that
conversion of the note is no longer required.

As a result of the  elimination  of the  conversion  feature  of the  note,  the
shareholders of the Company will not be asked to approve the conversion terms as
was previously contemplated by the Company.

RECENT FINANCING

Pursuant to a Term Loan Agreement ("Loan  Agreement")  dated as of June 10, 2003
between the Company and Augustine  II, LLC  ("Augustine"),  Augustine  agreed to
loan the Company $420,000,  payable in installments of $250,000,  $100,000,  and
$70,000 (the "Loan").  The Company received the first installment of $250,000 on
June 13, 2003. The second installment of $100,000 is scheduled to be paid to the
Company on July 1, 2003,  with the  balance  payable to the Company on August 1,
2003.  Principal  and  interest  (at an  annual  rate of 10%) are due in full on
February  29,  2004,  subject  to certain  requirements  that the  Company  make
mandatory  prepayments  of the Loan from the proceeds of any asset sales outside
of the ordinary  course of business,  and, on a quarterly  basis,  from positive
cash flow.  In  addition,  all or any  portion of the Loan may be prepaid by the
Company at any time without premium or penalty. The proceeds of the Loan will be
used by the Company for working  capital,  including the costs  associated  with
registering  with the SEC, on behalf of  Augustine,  the resale of the shares of
the  Company's  common  stock  underlying  the  warrants  described  below  (the
"Augustine Registration Statement").

As additional  consideration for making the Loan,  Augustine  received five year
warrants to purchase up to 6,158,381 shares of the Company's common stock, at an
exercise  price of $.16 per share.  The Company can require that the warrants be
exercised  if the  Company's  shares  trade at or above  $.60 per share for each
trading day within the 30 calendar  days prior to the maturity date of the Loan,
trading  volume of the shares  equals or exceeds  100,000  shares per day during
such  period,  and  the  Augustine  Registration  Statement  has  been  declared
effective by the SEC prior to the maturity  date.  If these  conditions  are not
fully  satisfied by the maturity date, then Augustine may, at any time following
the  maturity  date and so long as the  warrants  remain  exercisable,  elect to
exercise all or


                                       21
<PAGE>

any portion of the warrants  pursuant to the "cashless  exercise"  provisions of
the warrants.

As security for the Loan,  New  Millennium  (an  affiliate  of Mr.  Calvert) has
pledged  2.5  million  shares  of  the  Company's  common  stock  owned  by  New
Millennium,  and the Company has  granted  Augustine a security  interest in its
ownership interest in the Company's subsidiary, NuWay Sports, LLC.

RESULTS OF OPERATIONS - COMPARISON OF THE QUARTERS ENDED MARCH 31, 2003 AND 2002

Revenues

During the three  months  ended  March 31,  2002,  there were no  revenues  from
continuing  operations  compared to $35,000 of revenue in the three months ended
March 31, 2003 as a result of the sale of a scaled down version of the Company's
PRLS  product to 18 NFL teams at the 2003 NFL  Combine.  During the last half of
2002, the Company changed its business to addressing the information  technology
needs  of the  sports  industry.  This  change  led to  the  development  of the
Company's PRLS. Consequently,  the results of our prior business line operations
in gaming machine rental,  oil and gas  development  and  distribution of cigars
were reclassified in our consolidated  statements of operations as "discontinued
operations."

Selling, General and Administration Expense ("SG&A")

During the three months ended March 31,  2003,  SG&A  increased by 76 percent to
$1,088,637  from $618,246 for the three months ended March 31, 2002. The largest
components of these expenses were:

     a.   Salaries and Payroll-Related Expenses: These expenses were $54,000 for
          the three  months  ended March 31,  2003  versus  $75,000 in the first
          quarter of 2002,  a decrease of $21,000.  This  decrease  reflects the
          Company's  reduced  headcount  and its  reliance  on  agreements  with
          outside  consultants  to serve as  additional  staff in a  variety  of
          areas.

     b.   Consulting Expense increased  significantly for the three months ended
          March 31, 2003,  to $548,000  from $300,000 for the three months ended
          March 31, 2002,  an increase of 83 percent.  This increase is directly
          related  to new  management's  strategy  of  maintaining  a  very  low
          permanent  staffing level and supplementing that with consultants on a
          project-by-project basis. Further, the development of new products and
          technology  related  to the  Company's  change  of  business  required
          additional  staff in the  areas of  applications  development,  sales,
          marketing and  administration.  These positions were primarily staffed
          by independent  contractors  who were  compensated  with shares of the
          Company's common stock.

     c.   Legal Expenses increased from $50,000 for the three months ended March
          31, 2002 to $259,000 for the three  months  ended March 31,  2003,  an
          increase of 418  percent.  This  increase was due to the high level of
          legal  assistance  required in 2003 for matters such as (i) addressing
          NASDAQ  compliance  issues  (ii) a major shift in the  Company's  core
          business, and (iii) numerous stock issuances.

During the three months ended March 31, 2003, the Company issued an aggregate of
11,360,919  shares of its common stock. Of these shares,  2,633,590  shares were
issued as  consideration  for $645,648 of  obligations  previously  incurred and
8,727,329 shares were issued as consideration  for $843,159 of services provided
to the Company during the quarter.



                                       22
<PAGE>

Discontinued Operations

As discussed above and in the notes to our  consolidated  financial  statements,
the  Company  disposed  of several  operations  through  the sale of two foreign
subsidiaries,  Latin American Casinos and NuWay Resources  effective  October 1,
2002,  and the  cessation  of the  operations  of our  World's  Best Rated Cigar
Company  subsidiary  in  November  2002.  Due to  the  discontinuance  of  these
operations,  the Company has reclassified the historical  operating results from
these  ventures  for the three months  ended March 31, 2002 and  disclosed  such
results  below  the  results  from  continuing  operations  in our  consolidated
statements of operations.  These businesses  generated losses from operations of
$33,020 for the three months ended March 31, 2002.

Net Loss

Net loss for the three  months ended March 31, 2003 was  $1,308,442  or $.06 per
share compared to a Net income $1,011,963 or $.19 per share for the three months
ended  March  31,  2002.  Besides  the  significant  growth  in total  costs and
expenses,  the net loss per share was affected by the larger  number of weighted
average  common  share  equivalents  outstanding  at March  31,  2003  vs.  2002
(21,013,109 at March 2003 vs. 5,407,502 at March 2002).

ITEM 3.   CONTROLS AND PROCEDURES

a) Evaluation of disclosure controls and procedures.

Within  the 90 days  prior  to  March  31,  2003,  the  Company  carried  out an
evaluation of the  effectiveness  of the design and operation of its  disclosure
controls  and  procedures  pursuant  to Rule  13a-14  under the  Securities  and
Exchange  Act of 1934  ("Exchange  Act").  This  evaluation  was done  under the
supervision and with the participation of the Company's president and CEO. Based
upon that evaluation,  it was concluded that the Company's  disclosure  controls
and procedures are effective in gathering,  analyzing and disclosing information
needed to satisfy the Company's disclosure obligations under the Exchange Act.

b) Changes in internal controls.

There were no significant  changes in the Company's  internal controls or in its
factors that could  significantly  affect those  controls  since the most recent
evaluation of such controls.


PART II.   OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES

Sale of Preferred Stock and Warrants: On March 7, 2003, the Company entered into
two Convertible  Preferred  Stock and Warrant  Purchase  Agreements  whereby the
Company  sold an  aggregate  of  338,022  shares  of a newly  created  series of
Preferred Stock,  Series A Convertible  Preferred  Stock, par value $.00067,  to
accredited private investors,  for a total consideration of $169,011. Each share
of the Preferred  Series A stock is  convertible  into one share of NuWay common
stock.  In addition,  each share of preferred  sold  entitles the purchaser to a
warrant to



                                       23
<PAGE>

purchase one share of common stock at a price of $.20 per share.  The  Preferred
may be  converted  by the holder at any time after six months from the  purchase
date and the  warrant  is  exercisable  for a period  of  three  years  from the
purchase date. The Company  received an additional  $110,650 from the sale of an
additional  221,300  shares of Series A  Preferred  Stock in April 2003 from the
same investors pursuant to the same purchase agreements.

The above  offerings  were  exempt  from  registration  pursuant  to Rule 506 of
Regulation D by the fact that:

a). The sales were made to sophisticated or accredited investors,  as defined in
Rule 502;

b). The Company gave each purchaser the opportunity to ask questions and receive
answers  concerning  the terms and  conditions of the offering and to obtain any
additional  information  which the Company  possessed or could  acquire  without
unreasonable  effort or expense  that was  necessary  to verify the  accuracy of
information furnished;

c). At a reasonable  time prior to the sale of securities,  the Company  advised
the purchasers of the limitations on resale in the manner contained in paragraph
Rule 502(d)2 of Regulation D;

d).  Neither the Company nor any person acting on its behalf sold the securities
by any form of general solicitation or general advertising; and

e). The Company  exercised  reasonable care to assure that the purchasers of the
securities were not underwriters  within the meaning of Section 2(11) of the Act
in compliance with Rule 502(d).

ISSUANCE OF S-8 SHARES:  Between April 1 and June 2, 2003,  the Company issued a
total of 5,820,000  shares of common stock pursuant to a registration  statement
on Form S-8, to  consultants  for services  performed,  which  included  600,000
shares  issued to Mr.  Harrison,  a member of the  board of  directors,  for his
services as a  director.  In addition  to these  shares,  in March 2003,  Dennis
Calvert, the Company's CEO and president, was granted 3,000,000 shares of common
stock under the Company's 2003 Stock  Compensation  Plan as a bonus for services
rendered by Mr. Calvert to the Company.  Following this issuance,  however,  Mr.
Calvert returned the shares to the Company pending a shareholder vote to approve
or disapprove the issuance. Mr. Calvert and the Company have since agreed not to
seek  shareholder  approval  for the issuance and to rescind the issuance in its
entirety.  Mr. Calvert and the compensation  committee of the Board of Directors
plan to negotiate an alternative bonus arrangement with Mr. Calvert (which could
be in the form of cash, shares of stock, or a combination  thereof).  The amount
and timing of such bonus has not yet been determined.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

In December 2000, the Company,  through a private  placement,  issued $3,500,000
principal amount of 6 percent Convertible Debentures to several investors. These
debentures  were  originally  due June  13,  2001 and  their  maturity  date was
subsequently  extended to December 13, 2001.  They are  convertible  into common
stock at a price of $1.75 per share.  The interest on the  debentures is payable
either in cash or shares of common  stock,  at the  discretion  of the  Company.
During 2001,  $1,100,000 of the debentures plus accrued  interest were converted
into 666,283 shares of the Company's  common stock.  During 2002,  $2,250,000 of
the remaining  debentures



                                       24
<PAGE>

plus accrued  interest were converted into 1,332,570  shares of common stock. In
December  2002 the Company  received a notice from the  remaining  two debenture
holders  requesting   conversion  of  the  remaining   outstanding  $150,000  of
debentures.  The  notice  provided  that,  as a  condition  to  conversion,  the
certificates  representing the shares issuable upon conversion of the debentures
would need to be delivered to the holders prior to the end of 2002.  Pursuant to
the request,  and to complete the conversion,  the Company issued to the holders
96,006 shares of common stock. The actual certificates  representing the shares,
however,  were not  delivered  to the holders  until the first  quarter of 2003.
These holders refused acceptance of the shares, claiming that because the actual
certificates  representing the shares were not delivered in 2002 as specified in
the conversion  notice,  the  conversion  was invalid and the  debentures  would
therefore remaining  outstanding and continue to accrue interest until repaid in
full.  These  holders  have now  demanded  full  payment  on their  $150,000  of
debentures (plus accrued interest).  Although the Company's financial statements
reflect the  $150,000 of  debentures  as still  being  outstanding,  the Company
disputes the  individuals'  claim that the conversion was invalid and intends to
vigorously  defend  against  any action  that might be brought by the  debenture
holders to collect thereon.

ITEM 5.  OTHER INFORMATION

The  Company  was  recently  informed  that a  former  significant  shareholder,
consultant,   and   creditor  of  the  Company  is  the  target  of  a  criminal
investigation (the "Investigation")  pertaining to the sale of securities by Med
Wireless, Inc. (from which the Company licensed certain assets in 2002), and had
been  convicted  of multiple  felonies  unrelated to Med Wireless in the 1990's.
This individual,  Mr. Mark Anderson, was the founder,  promoter and president of
Med  Wireless,  and first  introduced  the concept of licensing the Med Wireless
software  application  and  contracts to the Company in May 2002.  In June 2002,
Dennis Calvert agreed to become  president of Med Wireless and as  consideration
for his agreeing to so act received the right to receive  shares of Med Wireless
(which shares were  subsequently  converted into 600,000 shares of the Company's
common  stock  pursuant  to the terms of the  license to the  Company of the Med
Wireless  technology).  On June 28, 2002, Mr. Calvert was appointed president of
the   Company.   Joseph   Provenzano,   an  employee  of  Camden   Holdings  (an
Anderson-controlled  entity),  joined the  Company's  board of directors at that
time.  In addition to the Med  Wireless  transaction,  and as  disclosed  in the
Company's Form 10-KSB filed on May 23, 2003, entities that Mr. Anderson controls
(including  Camden Holdings,  Genesis Health Tech,  Summit Oil & Gas, and Casino
Venture Partners) invested $250,000 in the Company,  sold the Company additional
assets, and purchased the Company's two failing operating divisions. Although he
never served as an officer or director of the Company,  Mr. Anderson served as a
consultant  and received a total of  1,241,884  shares of the  Company's  common
stock in the form of consulting  fees.  As previously  disclosed by the Company,
Mr.  Anderson  is no longer a  consultant,  or, to the  Company's  knowledge,  a
shareholder  of  the  Company;  he  is in  no  way  involved  in  the  Company's
operations, and currently exerts no influence over any of the Company's affairs.
In the future,  however,  it is possible that Mr.  Anderson could  reacquire the
shares of the Company's common stock sold to New Millennium Capital Partners LLC
(an  entity  controlled  and  owned  in  part by  Dennis  Calvert),  should  New
Millennium  default on the note held by Mr.  Anderson  (through  his  controlled
entities).  For a  description  of the  terms  of  this  note,  please  see  the
discussion in Part I, Item 2, under the heading  "Status of  $1,120,000  Note in
favor of New Millennium" above.

The Company was recently served by a subpoena issued by the grand jury impaneled
to investigate Mr. Anderson,  requesting  documents relating to Mr. Anderson and
his affiliated  companies (including Med Wireless,  Camden Holdings,  Summit Oil
and  Gas,  and  Summit



                                       25
<PAGE>

Health Care).  Additionally,  the subpoena requested information relating to the
identity of the Company's  officers,  directors,  shareholders  and  consultants
(legal,  accounting and  otherwise),  and that the Company provide copies of its
filings  and  correspondence  with the SEC,  the NASD and  Nasdaq.  The  Company
intends to fully cooperate with the investigation and has provided the requested
documentation.

The Company was also informed by the Assistant  United States Attorney  handling
the  Investigation  that although Dennis Calvert (a significant  shareholder and
Chairman of the Board and CEO of the Company) and Joseph  Provenzano (a director
and  officer of the  Company)  are not  currently  considered  "targets"  of the
Investigation,  that,  until their  respective  roles,  if any, in the  specific
events  being  investigated  are  determined,  they  will  be  considered  to be
"subjects" of the  Investigation,  meaning that their conduct is believed by the
U.S.   attorney's   office  to  be  "within  the  scope"  of  the  grand  jury's
investigation.  The Company  has  learned  that  private  placement  memorandums
distributed  to Med Wireless  investors  indicated  that Dennis  Calvert was the
president of Med Wireless as early as 2001. Mr. Calvert has informed the Company
that he was not engaged to act as the president of Med Wireless  until June 2002
(primarily for the purpose of completing the Med Wireless  transaction  with the
Company) and not any  earlier,  and that any  representation  to the contrary is
untrue.  Mr.  Provenzano joined Camden Holdings in 2001 to assist in its mergers
and  acquisitions  department,  working there until March 2003. Both Mr. Calvert
and Mr.  Provenzano  have informed the Company and,  through legal counsel,  the
Assistant  U.S.  Attorney,   that  they  intend  to  fully  cooperate  with  law
enforcement officials in the Investigation.

Although  neither the Company nor any of its officers or directors are currently
the target of any criminal investigation, there can be no assurance that such an
investigation will not be undertaken. The fact of such an investigation,  or the
results  thereof,  could  have a material  adverse  effect on the  Company.  The
Company intends to continue to fully cooperate with all law enforcement agencies
as they move forward in the Investigation.

On June 3, 2003, the Company was served with a request for  documentation by the
civil  enforcement  division of the SEC in connection with a non-public  inquiry
into possible violations by the Company of the federal securities laws. Although
the request  provides that the inquiry  should not be construed as an indication
by the SEC that the law has been  violated,  there can be no assurance  that the
Company will not, as a result of the inquiry,  become the target of a formal SEC
investigation.  The Company cannot predict the amount of time and resources that
management will need to devote to the inquiry,  or the results  thereof.  In the
event the inquiry results in a formal  investigation,  such expenditures of time
and resources  will likely be material.  In addition,  there can be no assurance
that  stockholders  or  regulatory  authorities  will not  initiate  proceedings
against  the  Company  and/or its  officers  and  directors  as a result of past
securities law violations, if any, which could have a material adverse effect on
the Company.  The Company intends to fully cooperate with the SEC in all aspects
of its inquiry.




                                       26
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A)   EXHIBITS

EXHIBIT.       DESCRIPTION OF EXHIBIT
--------       ----------------------

4.1            Form  of  Convertible   Preferred  Stock  and  Warrant   Purchase
               Agreement

10.1           Term  Loan  Agreement  dated as of June 10,  2003  between  NuWay
               Medical, Inc. and Augustine II, LLC

10.2           Warrant  No. AG-1 to  purchase  up to  6,158,381  shares of NuWay
               Medical, Inc. common stock held by Augustine II, LLC

10.3           Stock Pledge  Agreement  dated as of June 10,  2003,  between New
               Millennium and Augustine II, LLC

10.4           Stock Pledge  Agreement dated as of June 10, 2003,  between NuWay
               Medical and Augustine II, LLC

10.5           Promissory Note by NuWay Medical,  Inc. in favor of Augustine II,
               LLC

20.1           Definitive  Information  Statement on Form 14c filed  February 5,
               2003 regarding the shareholder meeting

99.1           Certification  pursuant  to 18 U.S.C.  section  1350,  as adopted
               pursuant to section 906 of the  Sarbanes-Oxley Act of 2002 (filed
               herewith)


REPORTS ON FORM 8-K

The Company filed no reports on Form 8-K during the three months ended March 31,
2003.



                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


DATED: June 23, 2003                  NUWAY MEDICAL, INC.


                                      By: /s/ Dennis Calvert, President,
                                          ----------------------------------
                                          Chief Executive Officer, and
                                          Interim Chief Financial Officer


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<PAGE>


                                 CERTIFICATIONS

I, Dennis Calvert, certify that:

1 I have reviewed this quarterly report on Form 10-QSB of NuWay Medical, Inc.;

2 Based on my  knowledge,  this  quarterly  report  does not  contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report.

3  Based  on  my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

4  The  registrant's  other  certifying  officers  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) Designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) Evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date");

         c)  Presented  in this  quarterly  report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5 The registrant's other certifying officers and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

         a) All significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) Any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6 The  registrant's  other  certifying  officers  and I have  indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: June 23, 2003

/s/
-------------------------
Dennis Calvert, President,
Chief Executive Officer
Interim Chief Financial Officer



<PAGE>




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